HomeMy WebLinkAboutContracts & Agreements_170a-2009_CCv0001.pdf Uj@ CaWirst
California First National Bank
February 10, 2010
City Clerk
City of Redlands
PO Box 3005
Redlands, CA 92373
RE: MASTER EQUIPMENT LEASE NO. : BL01 191
SCHEDULE NO. 01
Dear Sir or Madam:
Per your request, please find the duplicate original documents for your lease.
Please call me at (800) 317-8687 Ext. 265 if you have any questions or need anything
further.
Sincerely,
Paula Evans
Senior Lease Administrator
R -18201 on Ka ma Avenue,Suite 420- irvine Califfica nia 926'2
Pblc Phonp 800-735-2465-icax 949-255-5262 -vww%,vCa!F1rst,com
California First National Bank
MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Master Equipment LeasetPurchase Agreement No. BLQI 191 dated as of November 3 L_2OQ9 and entered into between
California First National Bank CCalFirsC), a California corporation ("Lessor"), and —Cb of Redlands a body corporate and politic
existing under the laws of the State of- California (Lessee").
1. Agreement. Lessee agrees to lease from Lessor certain functions of Lessee consistent with the permissible scope of
"Equipment' as described in each Equipment Schedule (Exhibit Lessee's authority; (f) Losses will annually provide Lessor with
A), which together with a Rental Payment Schedule(Exhibit A-1) current financial statements, budgets, proof of appropriation for
constitute a "Schedule", subject to the terms and conditions of the ensuing Fiscal Period, and such other financial infbnrklWn
and for the purposes set forth in each Lease. Items of equipment relating to the ability of Lessee to continue each Lease as may
may be added to the Equipment from time to time by execution be requested by Lessor, and (g)Lessee has an immediate need
of additional Schedules by the parties hereto and as otherwise for the Equipment listed on each Schedule and expects to make
provided herein. Each Schedule and the terms and provisions of immediate use of the Equipment listed on each Schedule.
this Agreement (which includes all exhibits hereto, together with 4. Tax and Arbitrage Representations. Lessee hereby
any amendments and modifications pursuant thereto)which are
incorporated by reference into such Schedule shall constitute a represents as fbffows:(a) the estimated total costs of the
separate and independent lease and installment purchase of the Equipment listed in each Schedule will not be few than the total
Equipment therein described and are referred to herein as a principal portion of the Rental Payments listed in such Rental
"Lease". Payment Schedule; (b) the Equipment listed in each Schedule
has been ordered or is expected to be ordered within 6 months
2. Term. The"Commencement Date"for each Lease is the date of the Commencement Date, and all amounts deposited in
when interest commences to accrue under such Lease which escrow to pay for the Equipment, and interest earnings, will be
date shall be the eartier of(I) the date on which the Equipment expended on costs of the Equipment and the financing within 3
listed in such Lease is accepted by Lessee in the manner years of Commencement Date;(c)no proceeds of any Lease will
described in Section 11, or (I!) the date on which sufficient be used to reimburse Lessee for expenditures made more than
monies to purchase the Equipment listed in such Lease are 60 days prior to the Commencement Date or, If earner, more
deposited for that purpose with an escrow agent, or(III)the date than 60 days prior to any official action taken to evidence an
sufficient monies are set aside for acquisition of Equipment as intent to finance; (d)Lessee has not created or established, and
evidenced in Exhibit D, if applicable. The"Lease Term"for each does not expect to create or establish, any sinking fund or similar
Lease means the Original Term and all Renewal Terms therein fund(1)that is reasonably expected to be used to pay the Rental
provided and for this Agreement means the period from the date Payments, or(il)that may be used solely to prevent a default in
hereof until this Agreement is terminated. The "Original Tenn" the payment of the Rental Payments; (a)the Equipment listed in
means the period from the Commencement Date for each Lease each Schedule has not been and is not expected to be sold or
until the end of Lessee's fiscal year or biennium (as the case otherwise disposed of by Lessee, either in whole or in part,prior
may be) (the "Fiscal Period") in effect at such Commencement to the last maturity of Rental Payments; (f) Lessee VAN comply
Date. The"Renewal Term'for each Lease is each term having a with all applicable provisions of the Internal Revenue Code of
duration that is coextensive with the Fiscal Period. 1986,as amended{"Code"), including without limitation Sections
3. Representations and Covenants of Losses. Lessee 103 and 148 thereof, and the applicable regulations of the
represents, covenants and warrants for the benefit of Lessor on Treasury Department to maintain the exclusion of the interest
the date hereof and as of this Commencement Date of each components of Rental Payments from gross income for purposes
Lease as follows: (a) Lessee is a public body corporate and of federal income taxation, and (g) Lessee intends that each
politic duly organized and existing under the constitution and Lease not constitute a "U%W lease for federal income tax
laws of the State with full power and authority under the purposes.
constitutionand laws of the state where the Lessee is located
("State") to enter into this Agreement and each Lease and the & Lease of Equipment Upon the execution of each Lease,
transactions contemplated hereby and to perform all of its Lessor demises, leases, transfers, and lets to Lessee, and
obligations hereunder and under each Lease; (b) Lessee has Lessee acquires, rents, leases and hires from Lessor, the
duly authorized the execution and delivery of this Agreement and Equipment In accordance with the terms thereof. The Lease
each Lease by proper action of its governing body at a meeting Term for each Lease may be continued, solely at the option of
duly called and held in accordance with State law, or by other Lessee,at the end of the Original Term or any Renewal Term for
appropriate official approval,and all requirements have been met the next succeeding Renewal Term up to the maximum Lease
and procedures have occurred to ensure the validity and Term set forth in such Lease. At the end of the Original Term
enforceability of this Agreement and each Lease; (c) Lessee will and at the end of each Renewal Term the Lease Term shall be
do or cause to be done all things necessary to preserve and automatically extended upon the successive appropriation by
keep in full force and effect its existence as a body corporate and Lessees governing body of amounts sufficient to pay Rental
politic; (d) Lessee has compiled with such public bidding Payments and other amounts payable under the related Lease
requirements as may be applicable to this Agreement and each during the next succeeding Fiscal Period until all Rental
Lease and the acquisition by Lessee of the Equipment as Payments payable under such Lease have been paid in full,
un
provided in each Lease; (a) during the Lease Term, the less Lessee shall have terminated such Lease pursuant to
Equipment will be used by Lessee solely and exclusively for the Section 7 or Section 22. The terms and conditions during any
purpose of performing essential governmental or proprietary Renewal Term shall be the same as the terms and conditions
during the Original Term, except that the Rental Payments shall limitation or requirement concerning the creation of indebtedness
be as provided in the applicable Lease. by Lessee, nor shall anything contained herein or in a Lease
6. Continuation of Lease Term. Lessee currently intends, constitute a pledge of the general tax revenues,funds or monies
subject to Section 7, to continue the Lease Term of each Lease of Lessee.
through the Original Term and all Renewal Terms and to pay the 10. RENTAL PAYMENTS TO BE UNCONDITIONAL- EXCEPT
Rental Payments thereunder. Lessee reasonably believes that AS PROVIDED IN SECTIONS 7 AND 9, THE OBLIGATIONS
legally available funds in an amount sufficient to make all Rental OF LESSEE TO MAKE RENTAL PAYMENTS AND TO
Payments during the maximum Lease Term of each Lease can PERFORM AND OBSERVE THE OTHER COVENANTS AND
be obtained. Lessee currently intends to do all things lawfully AGREEMENTS CONTAINED IN EACH LEASE SHALL BE
within its power to obtain and maintain funds from which the ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS
Rental Payments may be made, including making provision for WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-
such payments to the extent necessary in each budget or OFF OR DEFENSE, FOR ANY REASON, INCLUDING
appropriation request submitted and adopted In accordance with WITHOUT LIMITATION ANY FAILURE OF THE EQUIPMENT
applicable provisions of law. Notwithstanding the foregoing, the TO BE DELIVERED OR INSTALLED, ANY DEFECTS,
decision whether or not to budget and appropriate funds or to MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE
extend the applicable Schedule for any Renewal Term is within EQUIPMENT OR ANY ACCIDENT, CONDEMNATION OR
the discretion of the governing body of Lessee. UNFORESEEN CIRCUMSTANCES.
7. Nonappropriation. Lessee is obligated only to pay such 11. Delivery, Installation; Acceptance. Lessee shall order the
Rental Payments under each Lease as may lawfully be made Equipment, cause the Equipment to be delivered and installed at
from funds budgeted and appropriated for that purpose. Should the location specified in each Lease and pay any and all delivery
Lessee fail to budget, appropriate or otherwise make available and installation costs in connection therewith. When the
funds to pay Rental Payments under any Lease following the Equipment listed in any Lease has been delivered and installed,
then current Original Term or Renewal Term, such Lease or Lessee shall immediately accept such Equipment and evidence
Leases shall be deemed terminated at the end of the then said acceptance by executing and delivering to Lessor an
current Original Term or Renewal Term. Lessee agrees to Acceptance Certificate (Exhibit B). Lessor shall provide Lessee
deliver notice to Lessor of such termination at least 30 days prior with quiet use and enjoyment of the Equipment during the Lease
to the end of the then current Original Term or Renewal Term, Term.
but failure to give such notice shall not extend the term beyond 12. Location; Inspection. Once installed, no item of the
such Original Term or Renewal Term. If any Lease is terminated
in accordance with this Section, Lessee agrees to peaceably Equipment will be moved from the location specified for it in the deliver the Equipment to Lessor at the location(s)to be specified Lease on which such item is listed without Lessor's consent,
which consent shall not be unreasonably withheld. Lessor shall
by Lessor. have the right at all reasonable times during regular business
8. Conditions to Lessor's Performance.This Agreement is not hours to enter into and upon the property of Lessee for the
a commitment by Lessor to enter into any Lease not currently in purpose of inspecting the Equipment.
existence, and nothing in this Agreement shall be construed to 13. Use; Maintenance. Lessee will not install, use, operate or
impose any obligation upon Lessor to enter into any proposed maintain the Equipment improperly,carelessly,in violation of any
Lease, it being understood that whether Lessor enters into any applicable law or in a manner contrary to that contemplated by
proposed Lease shall be a decision solely within Lessor's the related Lease. Lessee shall provide all permits and licenses,
discretion. Lessee will cooperate with Lessor in Lessor's review if any, necessary for the installation and operation of the
of any proposed Lease. Lessee understands that Lessor Equipment In addition, Lessee agrees to comply in all respects
requires certain documentation and information necessary to with all applicable laws, regulations and rulings of any legislative,
enter into any Lease and Lessee agrees to provide Lessor with executive, administrative or judicial body. Lessee agrees that it
any documentation or information Lessor may request in will, at Lessee's own cost and expense, maintain, preserve and
connection with Lessor's review of any proposed Lease. Such keep the Equipment in good repair and working order. Lessee
documentation may include, without limitation, documentation will enter Into a maintenance contract for the Equipment that Is
concerning the Equipment and its contemplated use and location acceptable to Lessor.
and documentation or information concerning the financial status
of Lessee and other matters related to Lessee.
14. Title. Upon acceptance of the Equipment under a Lease by
9. Rental Payments. Lessee shall promptly pay "Rental Lessee, title to the Equipment shall vest in Lessee subject to
Payments* as described In Exhibit A-1 to each Lease, Lessor's rights under the Lease; provided that title shall
exclusively from legally available funds, to Lessor on the dates thereafter Immediately and without any action by Lessee vest In
and in such amounts as provided in each Lease. To the extent Lessor, and Lessee shall immediately surrender possession of
permissible by law, Lessee shall pay Lessor a one-time late the Equipment to Lessor, upon (a) any termination of the
charge equal to five percent (5%)of the amount of the past due applicable Lease other than termination pursuant to Section 22
Rental Payment. Each month thereafter, until paid, past due or (b) the occurrence of an Event of Default Transfer of title to
amounts remaining unpaid hereunder shall bear interest at the Lessor pursuant to this Section shall occur automatically without
lesser of one and one-half percent (1.5%) per month or the the necessity of any bill of sale, certificate of title or other
maximum rate permitted by law. Rental Payments consist of instrument of conveyance. Lessee shall, nevertheless, execute
principal and interest portions. Lessor and Lessee understand and deliver any such instruments as Lessor may request to
and intend that the obligation of Lessee to pay Rental Payments evidence such transfer.
under each Lease shall constitute a current expense of Lessee
and shall not in any way be construed to be a debt of Lessee in 15. Security Interest To secure the payment of all of Lessee's
contravention of any applicable constitutional or statutory obligations under each Lease, upon the execution of such
Lease, Lessee grants to Lessor a security interest constituting a taken under the exercise or threat of the power of eminent
first and exclusive lien on the Equipment applicable to such domain by any governmental body or by any person, firm or
Lease and on all proceeds therefrom. Lessee agrees to execute corporation acting pursuant to governmental authority, Lessee
such additional documents, in form satisfactory to Lessor,which and Lessor will cause the Net Proceeds to be applied to the
Lessor deems necessary or appropriate to establish and prompt replacement repair, restoration, modification or
maintain its security interest in the Equipment Lessee hereby improvement of the Equipment to substantially the same
authorizes Lessor to file all financing statements, affidavits, condition as existed prior to the event causing such damage,
notices and similar Instruments, in form and substance destruction, or condemnation, unless Lessee shall have
satisfactory to Lessor, which Lessor deems necessary or exercised its option to purchase the Equipment pursuant to
appropriate to establish, maintain and perfect a security interest Section 22. Any balance of the Net Proceeds remaining after
in the Equipment In favor of Lessor and its successors and such work has been completed shall be paid to Lessee. For
assigns. Lessee hereby authorizes Lessor to file all financing purposes of this Section,the term'Net Proceeds'shall mean(y)
statements that Lessor deems necessary or appropriate to the amount of Insurance proceeds received by Lessee for
establish, maintain and perfect such security interest. The replacing, repairing, restoring, modifying, or Improving damaged
Equipment Is and will remain personal property and will not be or destroyed Equipment or (z) the amount remaining from the
deemed to be affixed to or a part of the real estate on which it gross proceeds of any condemnation award or sale under threat
may be situated. of condemnation after deducting all expenses, including
16. Lions, Taxes, Other Governmental Charges and Utility attorneys' fees, Incurred In the collection thereof. If the Net
Charges. Lessee shall keep the Equipment free of all levies, Proceeds are insufficient to pay in full the cost of any
liens and encumbrances except those created by each Lease. replacement, repair, restoration, modification or improvement
The parties to this Agreement contemplate that the Equipment referred to herein, Lessee shall either (a) complete such
will be used for governmental or proprietary purposes of Lessee replacement, repair, restoration, modification or improvement
and pay any costs thereof in excess of the amount of the Net
and that the Equipment will therefore be exempt from all property
taxes. If the use, possession or acquisition of any Equipment is Proceeds, or (b) pursuant to Section 22 purchase Lassoes
nevertheless determined to be subject to taxation, Lessee shall interest in the Equipment and in any other Equipment listed in
pay when due all taxes and governmental charges lawfully the same Lease. The amount of the Net Proceeds, If any,
assessed or levied against or with respect to such Equipment. remaining after completing such replacement, repair, restoration,
Lessee shall pay all utility and other charges incurred in the use modification or improvement or after purchasing Lassoes interest
and maintenance of the Equipment. Lessee shall pay such taxes in the Equipment and such other Equipment shall be retained by
or charges as the same may become due. Lessee. If Lessee shall make any payments pursuant to this
Section, Lessee shall not be entitled to any reimbursement
17. Insurance. At its own expense, Lessee shall during each therefor from Lessor nor shall Lessee be entitled to any
Lease Term maintain (a) casualty insurance insuring the diminution of the amounts payable under Section 9.
Equipment against toss or damage by fire and all other risks 20.DISCLAIMER OF WARRANTIES.LESSOR MAKES NO
covered by the standard extended coverage endorsement then WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
in use in the State and any other risks reasonably required by IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
Lessor, in an amount at least equal to the then applicable MERCHANTABILITY OR FITNESS FOR PARTICULAR
"Purchase Price"of the Equipment as described in Exhibit A-1 of PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR
each Lease; (b) liability insurance that protects Lessee from WARRANTY WITH RESPECT THERETO WHETHER
liability in all events in form and amount satisfactory to Lessor, EXPRESS OR IMPLIED, AND LESSEE ACCEPTS SUCH
and(c)workers'compensation coverage as required by the laws EQUIPMENT AS IS AND WITH ALL FAULTS. IN NO EVENT
of the State; provided that with Lassoes prior written consent, SHALL LESSOR BE LIABLE FOR ANY INCIDENTAL,
Lessee may self-insure against the risks described in clauses(a) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE IN
and (b). Lessee shall furnish to Lessor evidence of such CONNECTION WITH OR ARISING OUT OF ANY LEASE OR
insurance or self-insurance coverage throughout each Lease THE EXISTENCE, FURNISHING, FUNCTIONING OR
Term. Lessee shaft not materially modify or cancel such LESSEE'S USE OF ANY ITEM, PRODUCT OR SERVICE
insurance or self-insurance coverage without first giving written PROVIDED FOR IN ANY LEASE.
notice thereof to Lessor at least 10 days in advance of such
cancellation or modification. All such insurance described In 21. Vendor's Warranties. Lessor hereby Irrevocably appoints
clauses (a) and (b) above shall contain a provision naming Lessee as its agent and attorney-in-fact during each I""
Lessor as a loss payee and additional insured. Term,so long as Lessee shall riot be in default under the related
18. Advances. In the event Lessee shall fail to keep the Lem, to assert from time to time whatever claims and rights
Equipment In good repair and working order, Lessor may, but (including without limitation warranties)relating to the Equipment
shall be under no obligation to, maintain and repair the that Lessor may have against Vendor.The term"Vendor'means
Equipment and pay the cost thereof. AN amounts so advanced any supplier,or manufacturer of the Equipment as well as the
by Lessor shall constitute additional rent for the then current agents or dealers of the manufacturer or supplier from whom
Original Term or Renewal Term and Lessee agrees to pay such Lessor purchased or is purchasing such Equipment Lessee's
amounts so advanced by Lessor with interest thereon from the sole remedy for the breach of such warranty, indemnification or
advance date until paid at the rate of 12% per annum or the representation shall be against Vendor of the Equipment, and
maximum rate permitted by law,whichever is less. not against Lessor. Any such matter shall not have any effect
whatsoever on the rights or obligations of Lessor with respect to
19. Damage, Destruction and Condemnation. If (a) the any Lease,including the right to receive full and timely payments
Equipment or any portion thereof is destroyed, in whole or in under a Lease. Lessee expressly acknowledges that Lessor
part, or is damaged by fire or other casualty or(b)title to, or the makes, and has made, no representations or warranties
temporary use of, the Equipment or any part thereof shall be
whatsoever as to the existence or the availability of such representation or warranty made by Lessee in or pursuant to any
warranties by Vendor of the Equipment Lease shall prove to have been false, incorrect, misleading or
22. Purchase Option. Lessee shall have the option to purchase breached in any material respect on the date when made;or(d)
Lassoes interest in all of the Equipment listed in any Lease, upon Lessee institutes any proceedings under any bankruptcy,
giving written notice to Lessor at least 60 days before the date of insolvency, reorganization or similar law or a receiver or similar
purchase, at the following times and upon the following terms: official is appointed for Lessee or any of its property.
(a) on the Rental Payment dates specified in each Lease, upon 2& Remedies on Default Whenever any Event of Default
payment in full of the Rental Payments then due under such exists, Lessor shall have the right, at its sole option without any
Lease plus the then applicable Purchase Price as referenced in further demand or notice, to take one or any combination of the
Exhibit A-1; or (b) In the event of substantial damage to or following remedial steps: (a) by written notice to Lessee, Lessor
destruction or condemnation of substantially all of the Equipment may declare all Rental Payments payable by Lessee pursuant to
listed in a Lease, on the day specified in Lessee's notice to such Lease and other amounts payable by Lessee under such
Lessor of its exercise of the purchase option upon payment in full Lease to the end of the then current Original Term or Renewal
to Lessor of the Rental Payments then due under such Lease Term to be Immediately due and payable; (b) with or without
plus the then applicable Purchase Price plus accrued Interest terminating the Lease Tenn under such Lease, Lessor may enter
from the Immediately preceding Rental Payment date to such the premises where the Equipment listed in such Lease is
purchase date. located and retake possession of such Equipment or require
23. Initial Administrative Fee. With respect to any Schedule Lessee at Lessee's expense to promptly return any or all of such
annexed to this Agreement, upon Lessee's execution of the Equipment to the possession of Lessor at such place within the
Schedule, Lessee shall pay to Lessor an Initial Administrative United States as Lessor shall specify, and sell or lease such
Fee in the amount set forth in the related Schedule, as Equipment or, for the account of Lessee, sublease such
consideration for Lessor's services in connection with the Equipment continuing to hold Lessee liable for the difference
preparation,review and execution of such Schedule. between (I)the Rental Payments payable by Lessee pursuant to
such Lease and other amounts related to such Lease of the
24. Assignment Lassoes right, title and interest in and to each Equipment listed therein that are payable by Lessee to the end
Lease, including Rental Payments and any other amounts of the then current Original Term or Renewal Term, as the case
payable by Lessee thereunder and all proceeds therefrom, may may be, land (I!) the net proceeds of any such sale, leasing or
be assigned and reassigned to one or more assignees or subleasing (after deducting all expenses of Lessor in exercising
subassignees by Lessor without the necessity of obtaining the its remedies under such Lease, including without limitation all
consent of Lessee; provided that any such assignment shall not expenses of taking possession, storing, reconditioning and
be effective until (a) Lessee has received written notice, signed selling or leasing such Equipment and all brokerage,
by the assignor, of the name and address of the assignee, and auctioneer's and attorney's fees), subject, however, to the
(b) it is registered on the registration books. Lessee shall retain provisions of Section 7 hereof. The exercise of any such
all such notices as a register of all assignees in compliance with remedies in respect of any such Event of Default shall not relieve
Section 149(a) of the Code, and shall make all payments to the Lessee of any other liabilities under any other Lease or the
assignee or assignees designated in such register. Lessee Equipment listed therein; and (c) Lessor may take whatever
agrees to execute all documents that may be reasonably action at law or in equity may appear necessary or desirable to
requested by Lessor or any assignee to protect its interests and enforce its rights under such Lease or as a secured party in any
property assigned pursuant to this Section. Lessee shall not or all of the Equipment Any net proceeds from the exercise of
have the right to and shall not assert against any assignee any any remedy under a Lease (after deducting all costs and
claim, counterclaim or other right Lessee may have against expenses referenced in the Section)shall be applied as follows:
Lessor or Vendor. Assignments may include without limitation (1) If such remedy is exercised solely with respect to a single
assignment of all of Lessor's security interest in and to the Lease, Equipment listed in such Lease or rights thereunder,then
Equipment listed in a particular Lease and all rights in, to and to amounts due pursuant to such Lease and other amounts
under the Lease related to such Equipment. Lessee hereby related to such Lease or such Equipment;or(ii)if such remedy is
agrees that Lessor may, without notice to Lessee, sell, dispose exercised with respect to more than one Lease, Equipment listed
of, or assign this Agreement or any particular Lease or Leases in more than one Lease or rights under more than one Lease,
through a pool, trust, limited partnership, or other similar entity, then to amounts due pursuant to such Leases pro-rata.
whereby one or more Interests are created in this Agreement or 27. No Remedy Exclusive.No remedy herein conferred upon or
in a Lease or Leases,or in the Equipment listed in or the Rental reserved to Lessor Is Intended to be exclusive and every such
Payments under a particular Lease or Leases. None of Lessee's remedy shall be cumulative and "I be In addition to every
right, tide and Interest in, to and under any Lease or any portion other remedy given under a Lease now or hereafter existing at
of the Equipment listed In each Lease may be assigned, law or in equity.
subleased, or encumbered by Lessee forany reason without
obtaining prior written consent of Lessor. 29. Notices. All notices or other communications under any
25. Events of Default Any of the following events shall Lease shall be sufficiently given and shall be deemed given
constitute an "Event of Default" under a Lease: (a) failure by when delivered or mailed by registered mail, postage prepaid, to
Lessee to pay any Rental Payment or other payment required to the parties hereto at the addresses listed below(or at such other
be paid under a Lease at the time specified therein; (b)failure by address as either party hereto shall designate in writing to the
Lessee to observe and perform any covenant, condition or other for notices to such party),or to any assignee at its address
agreement on its part to be observed or performed,other than as as it appears on the registration books maintained by Lessee.
referred to in subparagraph (a) above, for a period of 30 days 29. Release and Indemnification. To the extent permitted by
after written notice specifying such failure and requesting that it State law, and subject to Section 7, Lessee shall indemnify,
be remedied is given to Lessee by Lessor; (c) any statement, release, protect, hold harmless, save and keep harmless Lessor
from and against any and all liability, obligation, loss, claim, tax Lessor and Lessee. Each Lease may be simultaneously
and damage whatsoever, regardless of cause thereof, and all executed in several counterparts, each of which shall be an
expenses in connection therewith (including, without limitation, original and all of which shall constitute but one and the same
attorney's fees and expenses, penalties connected therewith instrument. The captions or headings in this Agreement and in
imposed on interest received) arising out of or as result of (a) each Lease are for convenience only and in no way define, limit
entering into any Lease, (b) the ownership of any item of or describe the scope or intent of any provisions or sections of
Equipment (c) the ordering, acquisition, use, operation, this Agreement or any Lease. This Agreement and each Lease
condition, purchase, delivery, rejection, storage or return of any shall be governed by and construed in accordance with the laws
item of Equipment, (d) any accident in connection with the of the State.
operation, use, condition, possession, storage or return of any 31. Jury Trial Waiver. THE PARTIES TO THIS AGREEMENT
item of Equipment resulting in damage to prop"or injury to or HEREBY UNCONDITIONALLY WAIVE, IN A KNOWING AND
death to any person, and/or (a) the breach of any covenant or INTENTIONAL MANNER , THEIR RESPECTIVE RIGHTS TO A
any material representation contained in a Lease. The
indemnification arising under this Section shall continue In full JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
force and effect notwithstanding the full payment of all UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY,
obligations under all Leases or the termination of the Lease THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS,
Term under all Leases for any reason. Notwithstanding the ANY DEALINGS BETWEEN THEM RELATING TO THE
foregoing contained in Section 29. Release and indemnification, SUBJECT MATTER OF THIS AGREEMENT, AND/OR THE
the release and indemnification provided herein,by Lessee,shall RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN
not apply to any liability, obligation, loss, claim, tax or damage THEM. The scope of this waiver is intended to be all-
caused by or resulting from the gross negligence or willful encompassing of any and all disputes that may be filed in any
misconduct of Lessor or its employees or representatives. court (including , without limitation, contact claims, tort claims,
breach of duty claims, and all other common law and statutory
30. Miscellaneous Provisions. Each Lease shall inure to the claims). THIS WAIVER IS IRREVOCABLE, MEANING THAT IT
benefit of and shall be binding upon Lessor and Lessee and their MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
respective successors and assigns. References herein to AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
"Lessor" shall be deemed to include each of its assignees and AMENDMENTS, RENEWALS, SUPPLEMENTS OR
subsequent assignees from and after the effective date of each MODIFICATIONS TO THIS AGREEMENT, ANY RELATED
assignment as permitted by Section 24. In the event any DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR
provision of any Lease shall be held invalid or unenforceable by AGREEMENTS RELATING TO THIS TRANSACTION OR
any court of competent jurisdiction, such holding shall not RELATED TRANSACTION. In the event of litigation, this
invalidate or render unenforceable any other provision thereof. Agreement may be flied as a written consent to a trial by the
Each Lease may be amended by mutual written consent of court.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their names by their duly authorized
representatives as of the date first above written.
(LESSOR) (LESSEE)
California First National Bank City of Redlands
18201 Von Karmen Avenue,Suite 420 35 Cajon Street
Irvine,CA 92612 Redla 11fornia, 92373
By:
By.=
Name: lKt�t' Narne-C/ ;on h4a..-rison
Title:, �' �kuct' L. Title: Mayor
By
Name: Louie Pvyzk�'
Title: Ci,.:y Cie.-k
EXHIBIT A
SCHEDULE OF PROPERTY NO.01
PAGE ONE OF ONE
RE: MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT NO. BL01 191 entered into as of November 3. 2009,
("Agreement"),between California First National Bank("Lessor")and City of Redlands CLessee").All terms used and not
otherwise defined herein have the meanings ascribed to them in the Agreement
The following items of Equipment are hereby included under this Schedule to the Agreement
DESCRIPTION OF EQUIPMENT
Quantity Description Model No. Serial No(s).
Redlands Ford($114,997.68):
(05) New 2010 Ford Crown Victoria Police Interceptor Vehicles
Total Cost=$114,997.68
THE ABOVE-REFERENCED EQUIPMENT SHALL BE MORE FULLY DESCRIBED ON EXHIBIT'A-2'TO RELATED DOCUMENTS AT A LATER
DATE.
Vendor(s): Redlands Ford(Address: 1121 W.Colton Avenue,Redlands,CA,92374)
Initial Administrative Fee: N/A
Lessee hereby represents,warrants and covenants that its representations,warranties and covenants set forth in the Agreement are true and correct as
though made on the Commencement Date of Rental Payments under this Schedule.The terms and provisions of the Agreement(other than to the
extent that they relate solely to other Schedules or Equipment listed on other Schedules)are hereby Incorporated into this Schedule by
reference and made a part hereof.
Lessee hereby designates the Schedule as a"qualified tax-exempt obligation"as defined in Section 265(bX3)(B)of the Code.The aggregate face
amount of all tax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by Lessee and all
subordinate entities thereof during the calendar year in which the Schedule is executed is not reasonably expected to exceed$30,000,000.Lessee and
all subordinate entities thereof will not issue in excess of$30,000,000 of tax-exempt obligations(including the Schedule but excluding private activity
bonds other than qualified 501(c)(3)bonds)during the calendar year in which this Schedule Is executed without first obtaining an opinion of nationally
recognized counsel acceptable to Lessor that the designation of the Schedule as a*qualified tax-exempt obligation"will not be adversely affected.
Dated: November 3. 2009
Lessee: City of Redlands Lessor California First National Bank
By: By: 9LLU- 7r,,5
Name: yn Harrison Name: L TANI W-81ZA—
Title: , Mayor Title: f-t�A"(t, 1)AA&Vka(j/"
Date: November 3.2009 Date: %j 14it
EXHIBIT A-1
RENTAL PAYMENT SCHEDULE
PAGE ONE OF ONE
Re: Schedule of Property No. 01, dated November 3, 2009, to Master Equipment Lease/Purchase Agreement
No. BL01191, Dated as of November 3, 2009, between California First National Bank as Lessor, and Ch of
Redlands as Lessee.
Rental Rental Amount Amount
Payment Payment Payment Applied to Applied to Purchase
No. Due Date Amount Interest Principal Price
1 01/01/2010 $40,754.90 $1,218.52 $1,218.52 $76,970.53
2 01/01/2011 $40,754.90 $3,997.94 $3,997.94 $39,478.43
3 01/01/2012 $40,754.90 $2,050.56 $2,050.56 $1.00
Total $122,2642- 7Q $Z,207,Q2
COMMENCEMENT DATE: November 3.2009
Lessee: City of Redlands
By:
Title: Mayor
Date:- November 3. 2009
EXHISIJ 0
PLEASE COMPLETE EITHER FINAL OR PARTIAL ACCEPTANCE,AS RELEVANT
FINAL ACCEPTANCE CERTIFICATE
Re:Schedule of Property No.01.dated November 3 .2009,to Master Equipment Lease/Purchase Agreement No. BLO1191 dated
as of mny,-mhL-r -3 .2009,between California First National Bank,as Lessor,and City of Redlands ,as Lessee.
In accordance with the Master Equipment Lease/Purchase Agreement No. BLO1191 (the*Agreement).the undersigned Lessee hereby certifies
and represents to,and agrees with Lessor as follows:
(1) All of the Equipment(as such term Is defined In the Agreement)listed In the above-referenced Schedule of Property No.01 (ft'Schedule*)
has been delivered,installed and accepted on the date hereof.
(2) Lessee has conducted such inspection and/or testing of the Equipment listed In the Schedule as It deems necessary and appropriate and
hereby acknowledges that A accepts the Equipment for all purposes.
(3) Lessee is currently maintaining the Insurance coverage required by Section 17 of the Agreement.
(4) No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the
Agreement)exists at that date hereof.
LESSEE:CITY OF REDLANDS
Z
By:
L
Title: Mayor
Acceptance Date: NovefflbeT- 3, 2009
>OR
PAYMENT REQUEST and PARTIAL ACCEPTANCE CERTIFICATE
California First National Bank,is hereby requested to pay the person or entity designated below as Payee,the sum set forth below In payment of a
portion or all of the cost of the acquisition described below.The amount shown below is due and payable under the invoice of the Payee attached hereto
with respect to the cost of the acquisition of the equipment and has not formed the basis of any prior request for payment The equipment described
below is part or all of the'Equipment"listed in Schedule of Property No. 01 (Exhibit A) to the Master Equipment LeasetPurchase Agreement No.
81.01191 referenced above.,
antiSerial NumDgr_/QMcrioffon: 6MQmt
Payee: City of Redlands
Payee's Federal 10 Nurnber 95-6000766
Lessee hereby certifies and represents to and agrees with Lessor as follows:(l)the equipment described above has been delivered,Installed and
accepted on the date hereof,(11)Lessee has conducted such inspection and/or testing of said equipment as It deems necessary and appropriate and
hereby ackroMedges that it accepts said equipment for all purposes;(01)Lessee Is currently maintaining the Insurance coverage required by Section 17
of the Agreement(tv)no event or condition that constitutes,or with notice or lapse of time or both would constitute,an Event of Default(as such term is
defined In the Agreement)exists at the date hereof.
Dated: Nay-emb-g-r 3, 2009 LESSEE: CITY OF REDLANDS
By.
TItl Mawr
PLEASE RETURN PAYMENT REQUEST TO:
CALIFORNIA FIRST NATIONAL BANK
18201 Von Karmen,Suite 420
Irvine,CA 92612
EXHIBIT D
ACCEPTANCE OF RENTAL PAYMENT OBLIGATION
Re: Schedule of Property No.01,dated November 3 2009,to Master Equipment Lease/Purchase Agreement
No. gLQI J_Q I
,dated as of Novemmberber
-- 2009, between California First National Bank,as Lessor,and
City of Redlands , as Lessee.
In accordance with the Master Equipment Lease/Purchase Agreement No. BL01191 (the"Agreement"),the undersigned hereby
acknowledges and represents that.
All or a portion of the Equipment(as such term is defined in the Agreement)listed In the above-referenced Schedule of Property(the
"Schedule")has not been delivered,installed,or available for use and has not been placed in service as of the date hereof,
Lessee acknowledges that Lessor has agreed to set aside funds In an amount sufficient to provide financing(to the extent
requested by Lessee and agreed to by Lessor)for the Equipment listed in the Schedule(the"Financed Amount");
The Financed Amount is set forth as the"Principal Component"of Rental Payments in the Rental Payment Schedule attached to the
Schedule as Exhibit A-1 ("Exhibit A-1");and
Lessee agrees to execute a Payment Request Form,attached to the Agreement as Exhibit 8,authorizing payment of the Financed
Amount,or a portion thereof,for each disbursement of funds.
NOTWITHSTANDING that all or a portion of the Equipment has not been delivered to,or accepted by,Lessee on the date hereof,
Lessee warrants that:
(a)Lessee's obligation to commence Rental Payments as set forth in Exhibit A-1 is absolute and unconditional as of the
Commencement Date of the Schedule and on each date set forth in Exhibit A-1 thereafter,subject to the terms and conditions of the
Agreement,
(b) Immediately upon delivery and acceptance of all the Equipment, Lessee will notify Lessor of Lessee's final acceptance of the
Equipment by delivering to Lessor a"Final Acceptance Certificate"in the form set forth as Exhibit B to the Agreement;
(c) In the event that any surplus amount remains from the funds set aside or an event of nonappropriation under the Agreement occurs,
any amount then remaining shall be applied or distributed in accordance with Lessor's standard servicing procedures,which includes,
but is not limited to,application of the remaining amount to the next Rental Payment and other amounts due;and
(d)Regardless of whether Lessee delivers a Final Acceptance Certificate,Lessee shall be obligated to pay all Rental Payments
(including principal and interest)as they become due as set forth in Exhibit A-1.
AGREED TO on November 3, 2QO9
Lessee:CITY OF RE NQS
By:
Name: rison
Title: Mayor
ESSENTIAL USEISOURCE OF FUNDS CERTIFICATE
City of Redlands(Lessee)
35 Cajon Street
Redlands, California 92373
Re: Master Equipment Lease/Purchase Agreement No, BLO1 191 dated Noyember .32009(the"Agreement'),
and Schedule of Property No.01 datedN-av_ember 3,2009(collectively,the'Lease*)
This certificate confirms and affirms that the Equipment described in the Lease referenced above is essential to the functions of
the Lessee or to the services Lessee provides its citizens. Further,Lessee has an immediate need for,and expects to make immediate
use of,substantially all such Equipment,which need is not temporary or expected to diminish In the foreseeable future.Such
Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions
consistent with the permissible scope of its authority.
1. Is the Equipment new, upgrade,additional or replacement? one replacement vehicle, four additional
2. If replacement,how old is the existing equipment? 1996 Grown Victoria
3.Please fully explain the use of the Equipment including any specific department that may be its primary user.
The vehicles will be used as Police Del2artment patrol vehicles
4. If the Equipment is computer hardware or software,on what hardware will the software run and is the existing hardware owned or
being leased?
N/A
5.From which fund will lease payments be made? General Fund
6.Will any loan or grant monies be used to make lease payments? -- No
Lessee expects and a
rticipates a151!qUate funds to be available for all future payments or rent due after the current budgetary period.
Signature:,
Name: Jbnj(arrison '
Title: "Maynr
Phone:1;909 798-7533
Please return this certificate with complete copies of your two most recent audited financial statements so that we may begin our
credit review process. Thank you.
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO SS
CITY OF REDLANDS
By the authority granted under Chapter 4, Article 3, Section 1181, of the California Civil Code, and
Chapter 2, Division 3, Section 40814, of the California Government Code, on November 4, 2009, before
me, Lisa Caldera, Deputy City Clerk, on behalf of Lorrie Poyzer, City Clerk of the City of Redlands,
California, personally appeared Jon Harrison, Mayor and Lorrie Poyzer, City Clerk who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his4wr4their authorized
capacity(ies) and that by his/lwfAheir signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
LORRIE POYZER, CITY CLERK
P'
A 0'
A
Lisa Caldera, Deputy City Clerk
(909)798-7531
CAPACITY CLAIMED BY SIGNER(S)
Individual(s) signing for oneself/themselves
Corporate Officer(s)
Title(s)
Company
Partner(s)
Partnership
Attorney-In-Fact
Principal(s)
Trustee(s)
Trust
jx ) Other
Title(s): Mayor and City Clerk
Entity Represented: City of Redlands, a municipal corporation
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
Title or Type of Document: Master Equipment Lease/Purchase Agreement/Municipal Certificate
Date of Document: November 3. 2009
Signer(s) Other Than Named Above: California First National Bank
INCUMBENCY CERTIFICATE
RE: Master Equipment Lease/Purchase Agreement No. 131-01191 dated November 3 2009 (the
"Agreement'), by and between City of Redlands ("Lessee")and California First National Bank(`Lessor")
I, Lorrie Poyzer do hereby certify that I am the authorized At City Clerk
(Officer Title)of City of Redlands ("Lessee"). The person(s)whose names)and tide(s)appear below is/are
authorized officer(s)of Lessee and hold on the date of this certificate and on the date of execution of the Lease
Documents (hereinafter defined)the position(s)set opposite his/her respective name(s). Each officer is authorized to
execute and deliver the Agreement between Lessee and Lessor, as well as all other documents and instruments(all
agreements, documents, and instruments shalt collectively be referred to as"Lease Documents")in connection therewith.
PRINTED NAME TITLE SIGNATURE
Jon Harrison
Mayor
N. Enrique Martinez City Manager
Tina T. Kundia
Finance Director
IN WITNESS WHEREOF, I set my hand and the seal of Lessee this of 3 day 000 November ,2009.
Signature:
# Printed Name rrie PQyzvro
THIS CERTIFICATE MUST BE EXECUTED BY AN AUTHORIZED INDIVIDUAL CONFIRMING THAT
THE EXECUTIONER OF THE AGREEMENT AND LEASE DOCUMENTS IS AUTHORIZED TO DO
SO ON BEHALF OF LESSEE. THIS CERTIFICATE CANNOT BE SIGNED BY THE PERSON
SIGNING THE AGREEMENT AND LEASE DOCUMENTS.
om 8038-G Information Return for Tax-Exempt Governmental Obligations
► Under Internal Revenue Code section 140(e) OMS No.1548.0720
,Rev.November 2000) ► g"separate tnavuctlonc
Depwtrwg of th•Tresswy caution:if the issue prfce is under$700,000, use Form 8038-GC.
lr"WAI ROYWKM SWA06
)porting)porflng Authority If Amended Return, check here ► ❑
1 Issuer's name 2 tasuer's employer klartirnc abm number
City of Redlands
3 Number and street(or P.Q.box If mail is not delivered to street address) Room/sutte 4 Report number
35 Cajon Street 3
b City,town,or post office,state, and ZIP code 8 Date of Issue
Redlands,CA 92373 10/20109
7 Name of issue 8 CUSIP number
Sch,of Property No.01 cited 10/20109 to Master Equip. Lease/Purchase Agmt No.9L01191
9 Name and titre of officer or legal representative whom the IRS may call for more information 10 ToVhata mmtrer of after er a iepai MoW&t M
N.Enrique Martinez--City Manager ( 909 798.7510
F*M Type of issue check applicable box ea and enter the issue rice See Instructions and attach schedule
11 ❑ Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 ❑ Health and hospital . . . . . . . . . . . . . . . . . . . . . . . 12
13 ❑ Transportation . . . . . . . . . . . . . . . . . . . . . . . . 13
14 ® Public safety. . . . . . . . . . . . . . . . 14
15 ❑ Environment(including sewage bonds) . . . . . . . . . . . . . 15
18 ❑ Housing . . . . . . . . . . . . . . . . . . . . . . . . . . 18
17 [3 Utilities . . . . . . . . . . . . . . 17
18 W] Other. describe ll.. New 2010 Police Interceptors .Police ig 1 $114,998
19 If obligations are TANS or RANs, check box ► ❑ If obligations are BANS, check box ► ❑
20 if obligations are in the form of a lease or Installment sale, check box ► ❑
i
Descriotion of Obligations, Complete for the entire issue for which this form is nq filed.
(a)Final n%ausity date (b)issue price (c)Stated redemption (d)welted (e)Yield
Price at MaLvity average maturity
21 7/1012011 1 $ 114,995 1 $ NIA 1.74 years 5.298 %
12. Uses of Proceeds of Bond Issue (Including underwriters' discount
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21, column (b)) . . . . . . . . 23
24 Proceeds used for bond Issuance costs(including underwriters'discount) , t26
25 Proceeds used for credit enhancement . . . . . , . . . . . .
2e Proceeds allocated to reasonably required reserve or replacement fund 27 Proceeds used to currently refund prior issues . . , . . . . .28 Proceeds used to advance refund prior issues . . . . . . .
29 Total (add lines 24 through 28). . . . . . . . . . . . . 29
30 Nonrefundi m
proceeds of the Issue subtract line 29 from line 23 and enter aount here . 30
FMM Description of Refunded Bonds (Complete this part only for refunding_bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded ► Years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ► years
33 Enter the last date on which the refunded bonds will be called . . . . . . . . . . . ►
34 Enter the date(s) the refunded bonds were issued►
Miscellaneous
35 Enter the amount of the state volume cap allocated to the Issue under section 141(bX5) 38
Sea Enter the amount of gross proceeds invested or to be invested In a guaranteed investrnent contract(set instructions) 36a
b Enter the final maturity date of the guaranteed Investment contract ►
37 Pooled financings: a Proceeds of this Issue that are to be used to make loans to other governmental units 37i
b If this Issue Is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the Issue 10-
36
38 if the issuer has designated the issue under section 285(b)(3)(B)(D(IIQ (small Issuer exception), check box ►
39 If the Issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . , . . . . . . . . . . ► ❑
40 If the issuer has Identified a hed a check box ► ❑
under peratgn of per}ney,i declare that I helve axen>fned ti>is rehan and accnmpenyfrq miles end statements end to the best of my Ivawiedpe
and belief,they we itue,comwc and complete.
Sign
Here
Signature lot Issuer's authorized representative owe Type or pr"name end tftie
For Paperwork Reduction Act Notice, gee page 2 of the Instructions. cat w.e377m Form 8038-0 FRVe 11.20oo)
19